BAE Systems

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BAE Systems plc
Type	Public (LSE: BA., OTCBB: BAESY)
Founded	30 November 1999
Headquarters	Farnborough, United Kingdom
Key people	Dick Olver, Chairman Mike Turner, CEO
Industry	Aerospace and defence
Products	Civil and military aerospace Defence electronics Naval vessels Munitions Land warfare systems
Revenue	GB£13,765 million (2006)[1]
Operating income	GB£1,207 million (2006)[1]
Net income	GB£1,054 million (2006)[1]
Employees	88,000 (2007)[2]
Subsidiaries	BAE Systems Inc.
Slogan	Real performance. Real advantage.
Website	www.baesystems.com

BAE Systems plc is the world's fourth largest defence contractor,^[3] the largest in Europe and a commercial aerospace manufacturer. BAE is a British company based at Farnborough, which has extensive worldwide interests, particularly in North America through its subsidiary BAE Systems Inc. BAE was formed on 30 November 1999 with the merger of British Aerospace (BAe) and Marconi Electronic Systems (MES), the defence arm of The General Electric Company (GEC).

BAE is the successor to many iconic aircraft and defence electronics companies, including The Marconi Company, the first commercial company devoted to the development and use of radio; A.V. Roe and Company, one of the world's first aircraft companies; de Havilland, manufacturer of the world's first commercial jet airliner; BAC, co-manufacturer of the Concorde supersonic transport; and Supermarine, the manufacturer of the renowned Spitfire. BAE has increasingly disengaged from its businesses in continental Europe in favour of investing in the United States. Since its formation it has sold its share of or dissolved the companies Astrium, AMS, Atlas Elektronik and its 20% share of Airbus SAS.

BAE Systems is involved in several major defence projects, including the F-35 Lightning II, the Eurofighter Typhoon and the Royal Navy future carriers. BAE has been the subject of criticism, both general opposition to the arms trade and also specific allegations of unethical and corrupt practices, including the Al Yamamah contracts with Saudi Arabia that have earned BAE and its predecessor GB£43 billion in twenty years.^[4]

Contents 1 History 1.1 Heritage 1.2 Formation 1.3 Expansion and restructuring 1.4 Eurosystems 1.5 Airbus shareholding 1.6 Recent events 2 Products 3 Position in its markets 3.1 UK 3.2 United States 3.3 Rest of world 4 Corporate governance 5 Financial information 6 Criticisms 6.1 Saudi Arabian contracts 7 Organisation 8 Joint ventures 9 See also 10 References 11 External links

[edit] History

The merger of British Aerospace and Marconi Electronic Systems was announced on 19 January 1999.^[5] MES was acquired by British Aerospace for GB£7.7 billion.^[6]

[edit] Heritage

As a result of the British Aerospace-MES merger, BAE Systems is the successor to many of the most famous British aircraft, defence electronics and warship manufacturers.

Marconi Electronic Systems had a heritage of almost 100 years. Following GEC's acquisition of Marconi in 1968 the Marconi brand was used for its defence businesses, for example Marconi Space & Defence Systems (MSDS). GEC's history of military products dates back to World War I with its contribution to the war effort then including radios and bulbs. World War II consolidated this position, as the company was involved in important technological advances, most notably radar.^[7] Between 1945 and 1999, the company became one of the world's most important defence contractors. GEC's major defence related acquisitions included Associated Electrical Industries in 1967, English Electric (including its Marconi subsidiary) in 1968, Yarrow Shipbuilders in 1985, Plessey companies in 1989, parts of Ferranti's defence business in 1990, Vickers Shipbuilding and Engineering in 1995 and Kværner Govan in 1999. In June 1998, MES acquired Tracor, a major American defence contractor, for US$1.4 billion.^[8]

British Aerospace was the result of massive consolidation of UK aircraft manufacturers since World War II. British Aerospace was formed on 29 April 1977 by the nationalisation and merger of The British Aircraft Corporation, the Hawker Siddeley Group and Scottish Aviation.^[9] Both BAC and Hawker Siddeley were themselves the result of various mergers and acquisitions; BAC incorporated English Electric Aviation, Vickers-Armstrong (Aircraft), the Bristol Aeroplane Company and Hunting Aircraft, while Hawker Siddeley was formed by Hawker Aircraft's purchase of aviation businesses including Gloster Aircraft, Armstrong Whitworth Aircraft, A V Roe and later merger with de Havilland in 1959. The acquisition of Folland and Blackburn Aircraft followed, and in 1960 this group was consolidated as the Hawker Siddeley Group.

[edit] Formation

It was widely anticipated that British Aerospace would merge with Germany’s DASA to form a pan-European aerospace giant.^[10] A merger was agreed between BAE Chairman Richard Evans and DASA CEO Jürgen Schrempp.^[11] However when GEC put Marconi Electronic Systems up for sale, Evans abandoned the merger with DASA in favour of purchasing Marconi. Evans stated that in 2004 that his fear was that an American defence contractor would acquire Marconi and challenge both British Aeropspace and DASA. Schrempp was angered by Evans' actions and chose instead to merge DASA with Aerospatiale to create the European Aeronautic Defence and Space Company (EADS). This group was joined by Spain’s CASA following an agreement in December 1999.

17 undertakings were given by BAE Systems to the Department of Trade and Industry which prevented a reference of the merger to the Monopolies and Mergers Commission. These were largely to ensure that the integrated company would tender sub-contracts to external companies on an equal basis with its subsidiaries. Another condition was the "firewalling" of former BAe and MES teams on defence projects such as the Joint Strike Fighter. In 2007 the government, on advice from the Office of Fair Trading, announced it had agreed to release BAE from 10 of the undertakings due to "a change in circumstances."^[12]

The attraction of MES may well have been Tracor,^[13] which was the largest European defence purchase in the United States at that point. The creation of a UK company, compared with what would have been a British–German firm, made the possibility of penetrating the US defence market more likely. Since its creation the company has steadily increased its investment in and revenues from the US. At the same time, continental European companies have made limited moves into that market. Major European companies such as Thales and EADS have yet to be awarded, for example, a position relative to BAE Systems' involvement in the F-35 Joint Strike Fighter programme.

BAE Systems inherited the "special" shareholding that was established when British Aerospace was privatised. This special share, with a nominal value of GB£1, is held on behalf of the Secretary of State for Trade and Industry. This shareholding prevents amendments of certain parts of the company's Articles of Association without the permission of the Secretary of State.^[9] These Articles require that no foreign person or persons acting together may hold more than 15% of the company's shares or control the majority of the board and that the CEO and the Chairman of BAE Systems must be British nationals.

[edit] Expansion and restructuring

In 2000 Matra Marconi Space, a joint BAE/Matra company, was merged with the space division of DaimlerChrysler Aerospace to form Astrium. On 16 June 2003 BAE sold its 25% share to EADS for £84 million. However due to the lossmaking status of the company BAE invested an equal amount for "restructuring".^[14] In November 2001, BAE announced the closure of the Avro Regional Jet (Avro RJ) production line at Woodford and the cancellation of the Avro RJX, an advanced series of the aircraft family. The final Avro RJ to be completed became the last British civil airliner. BAE continues to support operators of its products through BAE Systems Regional Aircraft. In December 2001 BAE's missile businesses were merged into MBDA, in which it acquired a 37.5% stake. This included its share of Matra BAe Dynamics and the missile division of Alenia Marconi Systems. On 16 March 2006 the Financial Times reported the possible sale of BAE's 37.5% share of MBDA, with EADS said to be keen to take full control of the joint venture.^[15]

In June 2002, BAE confirmed it was in takeover discussions with TRW, an American aerospace, automotive and defence business. This was prompted by Northrop Grumman's GB£4.1 billion (approx. US$6 billion c.2002) hostile bid for TRW in February 2002. A bidding war between BAE, Northrop and General Dynamics ended on 2002-06-01 when Northrop's increased bid of GB£5.1 billion was accepted. On 12 December 2002, BAE issued a shock profit warning due to cost overruns of the Nimrod MR4 maritime reconnaissance/attack aircraft and the Astute SSN projects. On 2003-02-19 BAE Systems took a charge of GB£750 million against these projects and the Ministry of Defence (MOD) agreed to pay a further GB£700 million of the cost. In 2000 the company had taken a GB£300 million "loss charge" on the Nimrod contract which was expected to cover "all the costs of completion of the current contract".^[16]

In May 2004, it was reported that BAE Systems was considering selling its shipbuilding divisions, BAE Systems Naval Ships and BAE Systems Submarines. It was understood that General Dynamics wished to acquire the submarine building facilities at Barrow, while Vosper Thornycroft was said to be interested in the remaining yards on the Clyde.^[17] As of 2007 the more likely move for BAE Systems' shipbuilding operations is a merger with other British naval shipyards to form a "Newco" shipbuilding company, an aim which is central to the British Government's Defence Industrial Strategy.^[18] On 23 March 2006 BAE and VT Group announced that they were considering a joint bid for Babcock International. On 10 May 2006, BAE Systems abandoned the plan because "the economics of a deal do not create sufficient value for BAE Systems or the other parties".^[19]

On 4 June 2004, BAE Systems outbid General Dynamics for Alvis Vickers, the UK's main manufacturer of armoured vehicles. On 7 March 2005 BAE Systems announced the GB£2.25 billion (approx. US$4.2 billion c.2005) acquisition of the USA defence company United Defense Industries (UDI). UDI, a major competitor to General Dynamics, was primarily a land systems manufacturer, boosting BAE Systems' involvement in this sector. UDI, now BAE Systems Land and Armaments, manufactures combat vehicles, artillery systems, naval guns, missile launchers and precision guided munitions.

In December 2005, BAE announced the sale of its German naval systems subsidiary, Atlas Elektronik, to ThyssenKrupp and EADS. The sale was complicated by the requirement of the German government to approve any sale. The Financial Times described the sale as "cut price" due to the fact that French company Thales bid €300 million, but was blocked from purchasing Atlas on national security grounds.^[20] On 31 January 2006 BAE announced the sale of BAE Systems Aerostructures to Spirit AeroSystems, Inc. BAE said as early as 2002 that it wished to dispose of what it did not regard as a "core business".^[21]

On 18 August 2006 Saudi Arabia signed a contract worth GB£6 billion to GB£10 billion for 72 Eurofighter Typhoons, to be delivered by BAE Systems.^[22] On 10 September 2006 BAE was awarded a GB£2.5 billion contract for the upgrade of 80 Royal Saudi Air Force Tornado IDSs.^[23]

[edit] Eurosystems

Main article: Eurosystems

In July 2003 BAE Systems and Finmeccanica announced their intention to set up three joint venture companies, to be collectively known as Eurosystems. These companies would have pooled the avionics, C4ISR and communications businesses of the two companies. The difficulties of integrating the companies in this way lead to a re-evaluation of the proposal, BAE's 2004 Annual Report states that "recognising the complexity of the earlier proposed Eurosystems transaction with Finmeccanica we have moved to a simpler model." The main part of this deal was the dissoloution of AMS and the establishment of SELEX Sensors and Airborne Systems.

[edit] Airbus shareholding

Main article: Airbus

BAE Systems inherited British Aerospace's share of Airbus Industrie, which consisted of two factories at Broughton and Filton. These facilities manufactured wings for the Airbus family of aircraft. In 2001 Airbus was incorporated as Airbus SAS, a joint stock company. In return for a 20% share in the new company BAE Systems transferred ownership of its Airbus plants (known as Airbus UK) to the new company.

BAE had long been the subject of press reports regarding the future of its 20% share of Airbus. The Economist's "The World in 2006" said BAE was "almost certain to sell" its Airbus share to EADS in 2006 to fund a major U.S. acquisition and named L-3 Communications as an "obvious candidate". Despite denials by the company the BBC reported on 6 April 2006 that it was indeed to sell its stake, then "conservatively valued" at GB£2.4 billion.^[24]

Due to the slow pace of informal negotiations BAE exercised its put option which saw investment bank Rothschild appointed to give an independent valuation. Six days after this process began, Airbus announced delays to the A380 which caused a 26% collapse in the EADS share price and hence in the value of Airbus SAS. On 2 June 2006 Rothschild valued BAE's share at GB£1.87 billion, well below BAE's, analysts' and even EADS' expectations.^[25] The BAE board recommended that the company proceed with the sale. On 4 October 2006 shareholders voted in favour and the sale was completed on 13 October.^[26]

[edit] Recent events

One of BAE's major aims, as highlighted in the 2005 Annual Report, was the granting of increased technology transfer between the UK and the US. The F-35 (JSF) programme became the focus of this effort, with British government ministers such as Lord Drayson, Minister for Defence Procurement, suggesting the UK would withdraw from the project without the transfer of technology that would allow the UK to operate and maintain F-35s independently. However on 12 December 2006, Lord Drayson signed an agreement which met the UK's demands for further participation. The agreement allows "an unbroken British chain of command" for operation of the aircraft.^[27]

On 22 December 2005 BAE received a GB£947 million contract to provide guaranteed availability of RAF Tornados.^[28]

In January 2007 several reports suggested that BAE Systems wishes to purchase DML, the owner of Devonport Royal Dockyard, the largest dockyard in Western Europe. DML owns the only nuclear submarine refuelling facilities in the UK and the Independent on Sunday has suggested that the Ministry of Defence is keen to see these combined with BAE's submarine manufacturing facilities.^[29]

BAE Systems sold its 25% share of SELEX Sensors and Airborne Systems to Finmeccanica.

[edit] Products

BAE Systems' interests in commercial aviation are vested in BAE Systems Regional Aircraft. This unit no longer produces aircraft, however it continues to lease and support its products, the BAe 146/Avro RJ family, BAe ATP, Jetstream and BAe 748. BAE plays important roles in military aircraft production. The company's Eurofighter Typhoon, Panavia Tornado and Harrier fighter-bombers are all front line aircraft of the RAF.^[30] BAE is a major partner in the F-35 Lightning II programme.^[31] Its Hawk advanced jet trainer aircraft has been widely exported.^[32]

BAE Systems Land Systems manufactures the British Army's Challenger II, Warrior Tracked Armoured Vehicle, M777 howitzer, Panther Command and Liaison Vehicle and L85 Assault Rifle. BAE Systems Land and Armaments manufactures the M2/M3 Bradley fighting vehicle family, the United States Navy Advanced Gun System (AGS) and the M109 Paladin.

Major naval projects include the Astute class nuclear submarine, the Type 45 air defence destroyer and the future aircraft carrier.

[edit] Position in its markets

[edit] UK

BAE Systems is the predominant supplier to the UK Ministry of Defence, being the only company to receive more than GB£1 billion from the MOD in 2004/2005.^[33] Oxford Economic Forecasting states that in 2002 BAE's UK businesses employed 111,578 people, achieved export sales of GB£3 billion and paid GB£2.6 billion in taxes. These figures exclude the contribution of Airbus UK.^[34]

Since its creation BAE Systems had a difficult relationship with the MOD. This was attributed to deficient project management by the company, but also in part to the deficiencies in the terms of "fixed price contracts". BAE CEO Mike Turner said in 2006 "We had entered into contracts under the old competition rules that frankly we shouldn’t have taken."^[35] These competition rules were introduced by Lord Levene during the 1980s to shift the burden of risk to the contractor and were in contrast to "cost plus contracts" where a contractor was paid for the value of its product plus an agreed profit.^[36]

BAE was operating in "the only truly open defence market,"^[37] which meant that it was competing with EADS and Thales for British defence projects, while they were protected in their home markets. The US defence market is competitive, however largely between American firms, while foreign companies are excluded. In December 2005 the MOD published the Defence Industrial Strategy (DIS) which has been widely acknowledged to recognise BAE as the UK's "national champion".^[38] The DIS identifies key industrial capabilities which must be maintained within the UK through long-term government commitments to support research spending and procurement. Of these capabilities, several are dominated by BAE, including naval vessels and submarines, armoured fighting vehicles (over 95% of the UK’s AFVs are BAE products), fixed wing aircraft, general munitions (with the exception of certain "niche capabilities abroad") and Network Enabled Capability (defined as C4ISTAR in the DIS).

After the publication of the DIS BAE Systems CEO Mike Turner said "If we didn't have the DIS and our profitability and the terms of trade had stayed as they were... then there had to be a question mark about our future in the UK."^[39]

[edit] United States

BAE now sells more to the US Department of Defense (DOD) than the UK MOD and by 2006 had become the seventh largest supplier to the DOD.^[38] The company has been allowed to buy important defence contractors in the United States, however its status as a UK company requires that its US subsidiaries are governed by American executives under Special Security Arrangements. BAE Systems faces less impediments in this sense than its European counterparts, as there is a high degree of integration between the US and UK defence establishments.

BAE has long been the subject of press reports linking it to major North American defence contractors, including Boeing, Lockheed Martin and General Dynamics. The company's shipbuilding assets have been named as blocks to any merger with either Boeing or Lockheed Martin.^[17]

[edit] Rest of world

BAE Systems Australia is the third largest defence contractor in Australia.^[40] Land Systems OMC, 75% owned by BAE, is the largest military vehicle manufacturer in South Africa. BAE's business in continental Europe is now centred on its share of MBDA and its Swedish subsidiary BAE Systems AB.

[edit] Corporate governance

As of early 2007 the members of the board of directors of BAE Systems are Dick Olver (Chairman), Mike Turner (CEO), Sue Birley, Philip J. Carroll, Ulrich Cartellieri, Chris Geoghegan, Michael Hartnall, Walt Havenstein, Ian King, Peter Mason, Steve Mogford, Roberto Quarta, George Rose, Nigel Rudd and Peter Weinberg.^[41]

The previous CEO, John Weston, was forced to resign in 2002 in a boardroom "coup" and was replaced by Mike Turner.^[42] The Business reported that Weston was ousted when non-executive directors informed the Chairman that they had lost confidence in him. Further it was suggested that at least one non-executive director was encouraged to make such a move by the Ministry of Defence due to the increasingly fractious relationship between BAE and the government.^[43]

It is understood that Turner has a poor working relationship with senior MOD officials, (for example with former Defence Secretary Geoff Hoon). Significantly the first meeting between Olver and Hoon was said to have gone well, a MOD official commented "He is a man we can do business with. We think it is good to be taking a fresh look at things."^[44] Reports in 2005 suggested that relations between the Olver and Turner were strained. In June 2005 Turner heightened concerns of boardroom tensions by criticising Olver's knowledge of the defence industry, "[he] has a low knowledge base and knows nothing about our industry". Turner did suggest however that Olver was on a learning curve, "He'll fully understand it [in 5 years]. This is a business that takes time to understand. It's not just business, it's political."^[45]

[edit] Financial information

Table 1 BAE Systems financial results.^[1][46][47]

Year ended	Turnover (GB£ million)	Profit/(loss) before tax (GB£m)	Net profit (GB£m)	Earnings per share (p)
2006-12-31[a]	13,765	1,207	1,054	19.9
2005-12-31[a] [b]	12,581	909	761	13.9
2005-12-31[a]	15,411	845	555	22.5
2004-12-31[a]	13,222	730	3	17.4
2003-12-31	15,572	233	8	16.6
2002-12-31	12,145	(616)	(686)[c]	17.3
2001-12-31	13,138	70	(128)	23.4
2000-12-31	12,185	179	(19)	18.8
1999-12-31	8,929	459	328	29.4

[a]: IFRS. Other data prepared using UK GAAP procedures.
[b]: Restated to exclude Airbus contributions. Included for comparison.
[c]: Reflects GB£750 million charges for problems with Nimrod MRA4 (GB£500 million) and Astute class submarine (GB£250 million) programmes.

Of all the company's activities, the most profitable are the Al Yamamah contracts to supply and support the Royal Saudi Air Force. This deal has contributed substantially to BAE's profits; it was 42% in 2003,^[48] however in 2005 it was less than 18% (see graph).

[edit] Criticisms

Like many arms manufacturers, BAE has received criticism from various human rights and anti-arms trade organisations due to the human rights records of governments it has sold equipment to. These include Indonesia, Saudi Arabia and Zimbabwe. Groups such as Campaign Against Arms Trade have criticised the company for supplying arms to Israel, which they argue is guilty of human rights abuses. BAE's U.S. subsidiary makes several sub-systems for F-16s, 236 of which have been supplied to the Israel Defense Forces.^[49] In September 2003 The Sunday Times reported that BAE had hired a private security contractor to collate information about individuals working at the Campaign Against Arms Trade and their activities.^[50]

BAE Systems does not manufacture land mines. While it does not directly manufacture cluster munitions, it received a contract for 26,000 155 mm L20 cluster artillery shells in November 2002 with manufacture subcontracted to Israel Military Industries. Armed Forces Minister Adam Ingram explained that BAE's involvement came from the fact that "BAE Systems [was] able to negotiate favourable rates for the shell."^[51]

BAE has been subject to allegations of corruption.^[52] On 7 February 2007 the Solicitor General Mike O'Brien announced that BAE contracts in six countries were being investigated by the Serious Fraud Office (SFO) for "suspected international corruption"; Chile, the Czech Republic, Qatar, Romania, South Africa and Tanzania.

In September 2005 The Guardian alleged that banking records showed that BAE paid GB£1 million to Augusto Pinochet, the former Chilean dictator.^[53]The Guardian has also reported that "clandestine arms deals" have been under investigation in Chile and the UK since 2003 and that British Aerospace and BAE made a number of payments to Pinochet advisers.^[54]

The SFO's Czech Republic investigation relates to alleged bribery as part of the deal to lease BAE/Saab Gripen fighters to that country.^[55]

BAE has been criticised for its role in disposing of surplus Royal Navy warships. HMS Sheffield was sold to the Chilean Navy in 2003 for GB£27 million, however the government's profit from the sale was GB£3 million after contracts worth GB£24 million were placed with BAE for upgrade and refurbishment of the ship. BAE is alleged to have paid "secret offshore commissions" of over GB£7 million to secure the sale of HMS London and HMS Coventry to the Romanian Navy. BAE received a GB£116 million contract for the refurbishment of the ships.^[56]

In January 2007 BBC News highlighted concerns of arms campaigners regarding arms sales to South Africa. The GB£2.3 billion deal saw BAE supply Hawk trainers and Gripen fighters to the country.^[57]

The Tanzania inquiry relates to the sale of a radar system to that country in 2002.^[58] The sale was criticised by then Secretary of State for International Development Clare Short, opposition MPs and the World Bank.^[59]

[edit] Saudi Arabian contracts

Main article: Al Yamamah

BAE (and British Aerospace previously) has long been the subject of allegations of bribery in relation to its business in Saudi Arabia. The UK National Audit Office investigated the Al Yamamah contracts and has so far not published its conclusions, the only NAO report ever to be withheld. The MOD has stated "The report remains sensitive. Disclosure would harm both international relations and the UK's commercial interests."^[60] The company has been accused of maintaining a GB£60 million Saudi slush fund and was the subject of an investigation by the SFO. However on 14 December 2006 it was announced that the SFO was "discontinuing" its investigation into BAE. It stated that representations to its Director and the Attorney General Lord Goldsmith had lead to the conclusion that the wider public interest "to safeguard national and international security" outweighed any potential benefits of further investigation.^[61] The termination of the investigation has been controversial.^[62][63]

[edit] Organisation

• BAE Systems Air Systems (Military aircraft projects)
• BAE Systems Integrated System Technologies
• BAE Systems Customer Solutions & Support
• BAE Systems Surface Fleet Solutions
• BAE Systems Inc
  • BAE Systems Land and Armaments Operating Group (OG)
  • BAE Systems Customer Solutions OG
  • BAE Systems Electronic & Integrated Solutions OG
• BAE Systems Regional Aircraft
• BAE Systems Shared Services (group resource management, e.g. property, corporate air travel)
• BAE Systems Submarine Solutions
• BAE Systems Underwater Systems
• BAE Systems Platform Solutions

[edit] Joint ventures

BAE's shares in Panavia Aircraft GmbH (37.5%) and Eurofighter Jagdflugzeug GmbH (33%) represent its involvement in the Panavia Tornado and Eurofighter Typhoon projects. BAE is involved in production of the export version of the Saab Gripen and owns 50% of Gripen International KB, the company responsible for marketing of the aircraft. BAE owns a 20.5% share of Saab AB.

Other shareholdings include 37.5% of MBDA, 50% of Flagship Training Limited and 50% of Fleet Support Limited (a joint venture with VT Group plc).

[edit] See also

• European defence procurement
• Team McLaren Mercedes, for which BAE Systems is a technology partner
• CMC Electronics - formerly the Canadian Marconi Company, once part of BAE Systems

[edit] References

[edit] External links

• BAE Systems web site
• www.corporatewatch.org.uk: BAE Systems profile